XMH : AGM Results FYE2021 final

XMH HOLDINGS LTD.

(Company Registration No. 201010562M)

(Incorporated in Singapore)

(the "Company")

RESULTS OF ANNUAL GENERAL MEETING

Pursuant to Rule 704(16) of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"), the Board of Directors ("Board") of XMH Holdings Ltd. ("Company", and together with its subsidiaries, "Group") wishes to announce that at the Annual General Meeting ("AGM") of the Company held on 27 August 2021, all resolutions relating to matters as set out in the Notice of AGM dated 10 August 2021 and put to vote at the AGM of the Company convened by electronic means, were duly decided by way of poll.

1. Breakdown of all valid votes cast at the AGM
   The results of the poll on each of the resolution put to the vote at the AGM of the Company are set out below:-

Total number

For

Against

Results

As a

As a

of shares

percentage of

percentage of

Resolution number

represented by

total number

total number

and details

votes for and

Number of

Number of

of votes for

of votes for

against the

Shares

Shares

and against

and against

relevant

the resolution

the resolution

resolution

(%)

(%)

AS ORDINARY BUSINESS

Resolution 1
Directors'	Statement
and	Audited	Financial
Statements	of	the
Company	and	the	91,532,006	91,532,006	100.00	0	0.00	Carried
Group for the financial
year	ended	30	April
2021 together with the
Auditors'	Report
thereon.
Resolution 2
Approval of	Directors'
fees	amounting	to
S$169,610.40 for the
financial
year	ended	30	April	91,532,006	91,509,281	99.98	22,725	0.02	Carried
2021

Total number

For

Against

Results

As a

As a

of shares

percentage of

percentage of

Resolution number

represented by

total number

total number

and details

votes for and

Number of

Number of

of votes for

of votes for

against the

Shares

Shares

and against

and against

relevant

the resolution

the resolution

resolution

(%)

(%)

Resolution 3

Re-election of Mr.

Khoo Song Koon as a

Director

retiring

under

91,519,281

91,519,281

100.00

0

0.00

Carried

Article

89

of

the

Company's

Constitution

Resolution 4

Re-election of Mr.

Raymond

Lam

Kuo

Wei

as

a

Director

90,736,981

90,736,981

100.00

0

0.00

Carried

retiring under Article 88

of

the

Company's

Constitution

Resolution 5

Re-appointment

of

Messrs Ernst & Young

LLP as the Auditors of

91,532,006

91,532,006

100.00

0

0.00

Carried

the

Company

and

to

authorise the Directors

of the Company to fix

their remuneration

AS SPECIAL BUSINESS

Resolution 6

Authority

for Directors

to allot and issue new

90,736,981

90,078,731

99.27

658,250

0.73

Carried

shares in the capital of

the Company

Resolution 7

Proposed

renewal

of

90,749,706

90,513,956

99.74

235,750

0.26

Carried

the

Share

Buyback

Mandate

Resolution 8

Approval

for

the

continued

appointment

of Mr. Hong Pian Tee

90,932,006

90,509,506

99.54

422,500

0.46

Carried

as

an

Independent

Non-Executive

Director,

pursuant

to

Rule 210(5)(d)(iii)(A) of

the

Listing Manual

of

Total number

For

Against

Results

As a

As a

of shares

percentage of

percentage of

Resolution number

represented by

total number

total number

and details

votes for and

Number of

Number of

of votes for

of votes for

against the

Shares

Shares

and against

and against

relevant

the resolution

the resolution

resolution

(%)

(%)

the SGX-ST (coming

into

effect

from

1

January 2022)

Resolution 9

Approval

for

the

continued

appointment

of Mr. Hong Pian Tee

as

an

Independent

Non-Executive

27,510,743

27,088,243

98.46

422,500

1.54

Carried

Director,

pursuant

to

Rule 210(5)(d)(iii)(B) of

the

Listing

Manual

of

the SGX-ST (coming

into

effect

from

1

January 2022)

1. Details of parties who are required to abstain from voting on any resolution(s), including the number of shares held and the individual resolution(s) on which they are required to abstain from voting
   The following parties has abstained from voting at the AGM:
2. 1. Mr. Hong Pian Tee, who is an Independent Non-Executive Director of the Company, had abstained from his shareholding interest of 600,000 shares on Resolution 8 and 9 in respect of his own re-election as a Director of the Company; and
   2. Pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST (which will take effect from 1 January 2022), the Directors and Managing Director of the Company, and their respective associates, holding in aggregate 64,021,263 ordinary shares in the capital of the Company, are required to and have abstained from voting at the AGM in respect of the Ordinary Resolution 9.
3. Name of firm and/or person appointed as scrutineer
   Complete Corporate Services Pte. Ltd. was appointed as scrutineer for the AGM.
4. Statement Pursuant to Rule 704(8) of the Listing Manual of the SGX-ST
   Mr. Khoo Song Koon ("Mr. Khoo") who is re-elected as a Director of the Company at the AGM, shall remain as an Independent Non-Executive Director, the chairman of the Audit Committee and a member of the Nominating Committee and Remuneration Committee of the Company. Mr. Khoo is considered independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST.
   Mr. Raymond Lam Kuo Wei ("Mr. Lam") who is re-elected as a Director of the Company at the AGM, shall remain as an Independent Non-Executive Director, the chairman of the Nominating Committee and a member of the Audit Committee and Remuneration Committee of the Company. Mr. Lam is considered independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST.

Mr. Hong Pian Tee ("Mr. Hong") who is re-elected as a Director of the Company at the AGM, shall remain as the Lead Independent Non-Executive Director, the chairman of the Remuneration Committee and a member of the Audit Committee and Nominating Committee of the Company. Mr. Hong is considered independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST.

By Order of the Board

Tan Tin Yeow

Chairman and Managing Director

27 August 2021